END-USER LICENSE AGREEMENT
THIS END USER LICENSE AGREEMENT (“EULA”) CONSTITUTES A LEGAL BINDING AGREEMENT BETWEEN YOU AND EATON CORPORATION AND ITS SUBSIDIARIES, AFFILIATES, AGENTS, AND/OR LICENSORS (“EATON”, “WE” OR “US”) FOR EATON’S MOBILE SOFTWARE APPLICATION (THE “EATON MOBILE APPLICATION”) MADE AVAILABLE BY OR THROUGH OTHER COMPANIES (“THIRD PARTY DATA PROVIDERS”) FOR USE ON MOBILE DEVICES (E.G., AN IPHONE®, BLACKBERRY®, AND ANDROID®-BASED PHONES). BY DOWNLOADING, INSTALLING, USING, OR OTHERWISE ACCESSING THE EATON MOBILE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, THAT YOU UNDERSTAND IT, THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND THAT YOU ARE AT LEAST 18 YEARS OF AGE. IF YOU DO NOT AGREE TO ANY OF THE TERMS OR CONDITIONS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, USE, OR OTHERWISE ACCESS THE EATON MOBILE APPLICATION ONTO YOUR MOBILE DEVICE.
Grant of License. Subject to the terms and conditions set forth herein, Eaton grants you a limited, revocable, non-transferable, non-exclusive, and non-sublicensable limited right and license to view, use, and access the Eaton Mobile Application on any mobile device that you own or control. All rights not expressly stated herein are reserved by Eaton, and Eaton disclaims any and all implied licenses. Without limiting the foregoing, you agree not to: (i) reverse engineer, decompile, reverse compile, create compilations or derivative works, translate, adapt, modify, or disassemble the Eaton Mobile Application or any part thereof, including any third party content data; (ii) copy or reproduce the Eaton Mobile Application or any part thereof, including any third party content data, in any form; (iii) publish, display, disclose, sell, rent, lease, store, loan, distribute, publicly display or perform, co-brand, frame, or permit third parties to link to the Eaton Mobile Application or any part thereof, including any third party content data; (iv) assign, sublicense, convey, transfer, pledge as security, or otherwise encumber the rights and licenses granted hereunder; (v) use the Eaton Mobile Application in any fashion that may infringe any patent, copyright, trademark, trade secret, or any other intellectual property or proprietary right of Eaton, its Third Party Data Providers, or any other third party; (vi) directly or indirectly use, broadcast, or distribute the Eaton Mobile Application in connection with a television, radio, web, or telephone application without the specific written approval of Eaton; or (viii) enter into any agreement with any third party that in any way restricts, prevents, or hinders the ability of Eaton to provide to such third party the Eaton Mobile Application or any other product or service made available by Eaton from time to time.
Relationship with Third Parties. You acknowledge that the EULA is an agreement between you and Eaton only, and not any Third Party Data Provider, and that Eaton, not any Third Party Data Provider, is solely responsible for the Eaton Mobile Application and the content thereof. You agree that you may not use the Eaton Mobile Application in any way that conflicts with or violates the terms of service or other agreements between you and any Third Party Data Provider. You also acknowledge and agree that such Third Party Data Provider, and their subsidiaries, are third party beneficiaries of this EULA, and that, upon your acceptance of the terms and conditions of the EULA, such Third Party Data Provider will have the right (and will be deemed to have accepted the right) to enforce the EULA against you as a third party beneficiary thereof.
Data Plan Fees. You are responsible for any applicable charges and fees associated with any data plan fees or other subscription charges or fees of any kind whatsoever that may be required by your carrier to access the Eaton Mobile Application.
Ownership of Application. You acknowledge and agree that all intellectual property rights in and to the Eaton Mobile Application including, but not limited to, all trademarks, data, and content, are and shall remain the exclusive property of Eaton and/or its licensors. The Eaton Mobile Application may contain components that are owned by third parties and incorporated into, or embedded in, the Eaton Mobile Application pursuant to license arrangements between Eaton and such third parties (“Third Party Licensors”). Any reference to products, services, processes, hypertext links to third parties, or other data by trade name, trademark, manufacturer, supplier, or otherwise does not necessarily constitute or imply its endorsement, sponsorship or recommendation by Eaton or its licensors. Product and service information are the sole responsibility of each individual vendor.
Termination. This Agreement is effective until terminated by you or Eaton. Eaton may terminate this Agreement and the license granted hereunder for any reason, including, but not limited to, if Eaton finds that you have violated any of the terms of this EULA. In addition, this EULA and the license granted hereunder shall terminate immediately upon the termination of the agreement between Eaton and any third party from whom Eaton licenses third party content data for use as part of or in the Eaton Mobile Application. All provisions relating to confidentiality, indemnity, proprietary rights, and non-disclosure shall survive the termination of this EULA. All other rights and obligations of the parties shall cease upon termination including, but not limited to, all licenses granted hereunder.
New Versions of the Application. Eaton, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Eaton Mobile Application. You acknowledge and agree that Eaton has no obligation to make available to you any subsequent versions of the Eaton Mobile Application. You also agree that you may have to enter into a renewed version of this EULA if you want to download, install or use a new version of the Eaton Mobile Application.
Confidentiality. At all times during the term of this EULA and thereafter, you shall keep confidential and not disclose, directly or indirectly, and shall not use for your benefit or any other individual or entity any Confidential Information of Eaton or any of its third-party data providers. “Confidential Information” means any trade secrets or confidential or proprietary information whether written, digital, oral, or other form which is unique, confidential, or proprietary to Eaton or its Third Party Data Providers, including, but not limited to, the Eaton Mobile Application, and any other materials or information related to the business or activities of Eaton, which are not generally known to others engaged in similar businesses or activities. You shall return to Eaton any of its Confidential Information upon request and/or upon termination of this Agreement.
Restricted Rights. You agree not to export or re-export the Eaton Mobile Application to any country in violation of the export control laws of the United States of America.
Indemnity. You agree to indemnify, defend and hold Eaton and its licensors and suppliers (including, but not limited to, their respective assignees, subsidiaries, affiliated companies and their respective officers, directors, employees and shareholders, agents and representatives) harmless from and against any and all liability, loss, injury, demand, action, cost, expense, or claim of any kind or character, including, but not limited to, attorneys’ fees, arising out of or in connection with your use of the Eaton Mobile Application.
Warranty Disclaimer. THE EATON MOBILE APPLICATION PROVIDED HEREUNDER IS PROVIDED “AS IS,” “WHERE IS” and “WITH ALL FAULTS.” EATON MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY SIMILAR WARRANTY WHETHER SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW OF THE UNITED STATES OR ANY STATE THEREOF. EATON MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE EATON MOBILE APPLICATION IS FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OF PROPRIETARY RIGHTS. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE EATON MOBILE APPLICATION SHALL BE BORNE SOLELY BY YOU.
EATON MAKES NO WARRANTY THAT THE EATON MOBILE APPLICATION WILL MEET YOUR REQUIREMENTS, THAT ACCESS TO IT WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR THAT ANY DEFECTS IN THE EATON MOBILE APPLICATION WILL BE CORRECTED. YOU ACKNOWLEDGE THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE EATON MOBILE APPLICATION ARE AT YOUR SOLE RISK AND DISCRETION AND EATON WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO YOU OR YOUR PROPERTY. YOU ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO FOLLOW PROPER BACKUP PROCEDURES TO PROTECT AGAINST LOSS OR ERROR RESULTING FROM USE OF THE EATON MOBILE APPLICATION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EATON, ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES GIVEN IN THIS SECTION, AND YOU MAY NOT RELY ON SUCH INFORMATION OR ADVICE.
SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.
Limitation of Liability. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THE EATON MOBILE APPLICATION, AND EATON DISCLAIMS ALL LIABILITY FOR ANY LOSS, INJURY, OR DAMAGE RESULTING FROM USE OF THE EATON MOBILE APPLICATION AND ANY THIRD PARTY DATA OR CONTENT. IN NO EVENT SHALL EATON BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY COMPENSATORY, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, DIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE EATON MOBILE APPLICATION AND ANY THIRD PARTY DATA OR CONTENT, EVEN IF EATON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, EATON’S TOTAL AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE EATON MOBILE APPLICATION SHALL NOT EXCEED $1.00. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY IN ANY AND ALL CIRCUMSTANCES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
Miscellaneous. This EULA constitutes the entire understanding and agreement of the parties (except for any separate end-user license agreements required by Eaton’s Third Party Data Providers, which shall be read in conjunction with this EULA), and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to its subject matter. No delay or failure by Eaton to exercise or enforce at any time any right or provision hereof will be considered a waiver thereof. No single waiver will constitute a continuing or subsequent waiver. No waiver, modification or amendment of any provision hereof will be effective against Eaton unless it is in a signed writing by Eaton. You may not assign your rights or obligations hereunder (including as a change of control) without the prior written consent of Eaton. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and permitted assigns of the parties. This Agreement shall be governed and construed in all respects by the laws of the State of Ohio, without regard to principles of conflict of laws and without application of the Uniform Computer Information Transaction Act. The parties agree that the exclusive jurisdiction and venue of any dispute amongst the parties shall be entered in the state or federal courts within the State of Ohio, and each of the parties hereby waives any right to a trial by jury. If any provision of this Agreement or the application thereof to any party or circumstance is held to be invalid, illegal, or unenforceable in any respect, that provision to the extent permitted by law (not otherwise) shall be severed from this EULA and shall not affect the remainder hereof, and the parties agree to substitute for such provision a valid provision which most closely approximates the intent and economic effect of such severed provision. The parties to this EULA are independent contractors. Eaton shall not be liable to you for a failure to perform any of its obligations under this Agreement during any period in which such performance is delayed due to circumstances beyond its reasonable control.
Grant of License. Subject to the terms and conditions set forth herein, Eaton grants you a limited, revocable, non-transferable, non-exclusive, and non-sublicensable limited right and license to view, use, and access the Eaton Mobile Application on any mobile device that you own or control. All rights not expressly stated herein are reserved by Eaton, and Eaton disclaims any and all implied licenses. Without limiting the foregoing, you agree not to: (i) reverse engineer, decompile, reverse compile, create compilations or derivative works, translate, adapt, modify, or disassemble the Eaton Mobile Application or any part thereof, including any third party content data; (ii) copy or reproduce the Eaton Mobile Application or any part thereof, including any third party content data, in any form; (iii) publish, display, disclose, sell, rent, lease, store, loan, distribute, publicly display or perform, co-brand, frame, or permit third parties to link to the Eaton Mobile Application or any part thereof, including any third party content data; (iv) assign, sublicense, convey, transfer, pledge as security, or otherwise encumber the rights and licenses granted hereunder; (v) use the Eaton Mobile Application in any fashion that may infringe any patent, copyright, trademark, trade secret, or any other intellectual property or proprietary right of Eaton, its Third Party Data Providers, or any other third party; (vi) directly or indirectly use, broadcast, or distribute the Eaton Mobile Application in connection with a television, radio, web, or telephone application without the specific written approval of Eaton; or (viii) enter into any agreement with any third party that in any way restricts, prevents, or hinders the ability of Eaton to provide to such third party the Eaton Mobile Application or any other product or service made available by Eaton from time to time.
Relationship with Third Parties. You acknowledge that the EULA is an agreement between you and Eaton only, and not any Third Party Data Provider, and that Eaton, not any Third Party Data Provider, is solely responsible for the Eaton Mobile Application and the content thereof. You agree that you may not use the Eaton Mobile Application in any way that conflicts with or violates the terms of service or other agreements between you and any Third Party Data Provider. You also acknowledge and agree that such Third Party Data Provider, and their subsidiaries, are third party beneficiaries of this EULA, and that, upon your acceptance of the terms and conditions of the EULA, such Third Party Data Provider will have the right (and will be deemed to have accepted the right) to enforce the EULA against you as a third party beneficiary thereof.
Data Plan Fees. You are responsible for any applicable charges and fees associated with any data plan fees or other subscription charges or fees of any kind whatsoever that may be required by your carrier to access the Eaton Mobile Application.
Ownership of Application. You acknowledge and agree that all intellectual property rights in and to the Eaton Mobile Application including, but not limited to, all trademarks, data, and content, are and shall remain the exclusive property of Eaton and/or its licensors. The Eaton Mobile Application may contain components that are owned by third parties and incorporated into, or embedded in, the Eaton Mobile Application pursuant to license arrangements between Eaton and such third parties (“Third Party Licensors”). Any reference to products, services, processes, hypertext links to third parties, or other data by trade name, trademark, manufacturer, supplier, or otherwise does not necessarily constitute or imply its endorsement, sponsorship or recommendation by Eaton or its licensors. Product and service information are the sole responsibility of each individual vendor.
Termination. This Agreement is effective until terminated by you or Eaton. Eaton may terminate this Agreement and the license granted hereunder for any reason, including, but not limited to, if Eaton finds that you have violated any of the terms of this EULA. In addition, this EULA and the license granted hereunder shall terminate immediately upon the termination of the agreement between Eaton and any third party from whom Eaton licenses third party content data for use as part of or in the Eaton Mobile Application. All provisions relating to confidentiality, indemnity, proprietary rights, and non-disclosure shall survive the termination of this EULA. All other rights and obligations of the parties shall cease upon termination including, but not limited to, all licenses granted hereunder.
New Versions of the Application. Eaton, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Eaton Mobile Application. You acknowledge and agree that Eaton has no obligation to make available to you any subsequent versions of the Eaton Mobile Application. You also agree that you may have to enter into a renewed version of this EULA if you want to download, install or use a new version of the Eaton Mobile Application.
Confidentiality. At all times during the term of this EULA and thereafter, you shall keep confidential and not disclose, directly or indirectly, and shall not use for your benefit or any other individual or entity any Confidential Information of Eaton or any of its third-party data providers. “Confidential Information” means any trade secrets or confidential or proprietary information whether written, digital, oral, or other form which is unique, confidential, or proprietary to Eaton or its Third Party Data Providers, including, but not limited to, the Eaton Mobile Application, and any other materials or information related to the business or activities of Eaton, which are not generally known to others engaged in similar businesses or activities. You shall return to Eaton any of its Confidential Information upon request and/or upon termination of this Agreement.
Restricted Rights. You agree not to export or re-export the Eaton Mobile Application to any country in violation of the export control laws of the United States of America.
Indemnity. You agree to indemnify, defend and hold Eaton and its licensors and suppliers (including, but not limited to, their respective assignees, subsidiaries, affiliated companies and their respective officers, directors, employees and shareholders, agents and representatives) harmless from and against any and all liability, loss, injury, demand, action, cost, expense, or claim of any kind or character, including, but not limited to, attorneys’ fees, arising out of or in connection with your use of the Eaton Mobile Application.
Warranty Disclaimer. THE EATON MOBILE APPLICATION PROVIDED HEREUNDER IS PROVIDED “AS IS,” “WHERE IS” and “WITH ALL FAULTS.” EATON MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY SIMILAR WARRANTY WHETHER SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW OF THE UNITED STATES OR ANY STATE THEREOF. EATON MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE EATON MOBILE APPLICATION IS FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OF PROPRIETARY RIGHTS. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE EATON MOBILE APPLICATION SHALL BE BORNE SOLELY BY YOU.
EATON MAKES NO WARRANTY THAT THE EATON MOBILE APPLICATION WILL MEET YOUR REQUIREMENTS, THAT ACCESS TO IT WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR THAT ANY DEFECTS IN THE EATON MOBILE APPLICATION WILL BE CORRECTED. YOU ACKNOWLEDGE THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE EATON MOBILE APPLICATION ARE AT YOUR SOLE RISK AND DISCRETION AND EATON WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO YOU OR YOUR PROPERTY. YOU ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO FOLLOW PROPER BACKUP PROCEDURES TO PROTECT AGAINST LOSS OR ERROR RESULTING FROM USE OF THE EATON MOBILE APPLICATION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EATON, ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES GIVEN IN THIS SECTION, AND YOU MAY NOT RELY ON SUCH INFORMATION OR ADVICE.
SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.
Limitation of Liability. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THE EATON MOBILE APPLICATION, AND EATON DISCLAIMS ALL LIABILITY FOR ANY LOSS, INJURY, OR DAMAGE RESULTING FROM USE OF THE EATON MOBILE APPLICATION AND ANY THIRD PARTY DATA OR CONTENT. IN NO EVENT SHALL EATON BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY COMPENSATORY, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, DIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE EATON MOBILE APPLICATION AND ANY THIRD PARTY DATA OR CONTENT, EVEN IF EATON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, EATON’S TOTAL AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE EATON MOBILE APPLICATION SHALL NOT EXCEED $1.00. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY IN ANY AND ALL CIRCUMSTANCES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
Miscellaneous. This EULA constitutes the entire understanding and agreement of the parties (except for any separate end-user license agreements required by Eaton’s Third Party Data Providers, which shall be read in conjunction with this EULA), and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to its subject matter. No delay or failure by Eaton to exercise or enforce at any time any right or provision hereof will be considered a waiver thereof. No single waiver will constitute a continuing or subsequent waiver. No waiver, modification or amendment of any provision hereof will be effective against Eaton unless it is in a signed writing by Eaton. You may not assign your rights or obligations hereunder (including as a change of control) without the prior written consent of Eaton. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and permitted assigns of the parties. This Agreement shall be governed and construed in all respects by the laws of the State of Ohio, without regard to principles of conflict of laws and without application of the Uniform Computer Information Transaction Act. The parties agree that the exclusive jurisdiction and venue of any dispute amongst the parties shall be entered in the state or federal courts within the State of Ohio, and each of the parties hereby waives any right to a trial by jury. If any provision of this Agreement or the application thereof to any party or circumstance is held to be invalid, illegal, or unenforceable in any respect, that provision to the extent permitted by law (not otherwise) shall be severed from this EULA and shall not affect the remainder hereof, and the parties agree to substitute for such provision a valid provision which most closely approximates the intent and economic effect of such severed provision. The parties to this EULA are independent contractors. Eaton shall not be liable to you for a failure to perform any of its obligations under this Agreement during any period in which such performance is delayed due to circumstances beyond its reasonable control.